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Okay, you can go with the obvious. Sheryl Sandberg is the COO. She’s ex-Google and ex-McKinley. She’s incredibly
smart, and clearly has helped shepherd Facebook through incredible growth that
involved more than just eyeballs and monthly active users. She
pretty much seems to be the key to monetization and revenue growth. All of this
pretty much makes her crucial to the company’s success.

But, there’s more.

According to Facebook’s amended S-1 filing, Sandberg has to wait more than four years for
her stock in Facebook to vest (and not from her start date). She
stands to rake in more than $2 bn when the time comes … but that
time won’t come for a while. And, she doesn’t have a ‘golden
parachute’ if she’s fired (Mark
Zuckerberg doesn’t get one either, but he has more than
50 percent of the voting rights, which helps him out a bit).

What’s interesting is that, according to PC Magazine,
compensation consultant calls the executive comp structures for
Zuckerberg and Sandberg ‘two of the most shareholder-friendly
agreements I’ve seen in a long time.’ That may be true, but when
you look at the corporate
governance structure, you can see it actually isn’t that
shareholder-friendly in regards to Zuck’s. For Sandberg, I can
see why the attorney would be ‘blown away’.

When you think about it, there is incentive for Sandberg to stick
around – and stay on the right side of Zuck,who has total control of the company. She has
more than $2 bn on the line – a lot more, if the company grows as
some expect.

Sandberg is crucial to the future of Facebook, and the amended
filing shows it. Also, it reinforces the fact that Zuck is truly
the one in charge.